This Repairs’ Associates agreement (the “Agreement”) is made and entered into as of the ________ Day of _________ (the “Effective Date”) between Fundis App Limited (the “ Company”) and __________________________________________________________, a fundi (the “Associate”) (collectively, the “Parties ”).
The Company requests the Associate to perform specialist repair services for it and may request the Associate to perform other services in the future; and
The Parties therefore agree as follows:
1. Terms of Agreement
The term of this agreement (the ‘term’) will begin on the date of this Agreement and will remain in full force and effect until the termination of the services by either party within the purview of sufficient notice as provided in Clause 21 of this Agreement.
The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
For the services rendered by the Associate as required by this agreement, the company will provide compensation (the ‘compensation’) to the Associate of a fixed percentage, which is 80% of the Labour job cost and shall compensate the company a 20% commission of the Labour job cost. The Associate will receive the pay from the company in the medium preferred at the agreed particular time after completion of a job.
The Associate agrees that they will not disclose, divulge, reveal, report or use, for any purpose any confidential information including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the Associate should reasonably know is confidential, which the Associate has obtained, except as authorized by the company or as required by the law.
Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any state law. This confidentiality clause will apply during the term of this agreement and will survive indefinitely upon termination of this agreement.
5. Return of property
Upon the expiry or termination of this agreement, the Associate shall return to the company any property, documentation, records or confidential information that is the property of the Company/ Its employees/ Its agent and/or its client.
6. Capacity/Independent Contractor/Association
In providing the specialists services under this agreement, it is expressly agreed that the Associate is acting as an independent contractor and not as an employee. The parties agree that nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. The Associate may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner. The Associate will not be entitled to workers’ compensation, retirement, insurance or other benefits afforded to employees of the Company.
The Associate shall provide all necessary tools and equipment, and any other relevant materials, at their own expenses.
Except with respect to the parties’ indemnification obligations, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
However, the Associate may be liable for direct damages.
8. Customer Service/ Warranty
The Associate hereby agrees to be bound by the Company’s rules of engagement with its Clients and to perform their job to the highest quality possible and in the case that this is not adhered to; the Associate agrees to offer a job warranty of at least three (3) months.
The Associate shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Associate’s services under this Agreement.
10. Dispute Resolution
a. If any claim or dispute arises under or in connection with this Agreement, the parties will attempt to settle such claim or dispute by negotiation.
b. If any claim or dispute cannot be settled by negotiation within  days after either party has made a written offer to the other party to negotiate a settlement to such claim or dispute, the parties shall, before resorting to court proceedings, attempt to resolve the claim or dispute by mediation in accordance with the Strathmore Dispute Resolution Centre Mediation Guidelines which Guidelines are deemed to be incorporated by reference to this clause.
c. If the parties have not settled any claim or dispute by mediation within 42 days from the initiation of the mediation, the dispute shall be referred to an arbitrator and the decision of the arbitrator shall be final without recourse to any court processes.
The Associate will not voluntarily or by operation of law assign or otherwise transfer its obligations under this agreement to any other service provider without prior written consent of the company
Headings are inserted for the convenience of the parties and are not to be considered when interpreting this agreement.
The Company does not represent, warrant or guarantee that your access to the use of its services, will result in any requests for repair or other services.
The company reserves the rights, at any time to deactivate or otherwise restrict you from accessing and/or using the app/service. The company can terminate this agreement any time without giving reasons within the notice period alluded to in Clause 21 to the contractor without giving any reasons whatsoever.
The Associate may terminate this agreement with prior notice of 14 days to the company.
The merger or consolidation of the Company into or with any other entity shall not terminate this Agreement.
a. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable then such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. The parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.
17. Assignment and Transfer
a. Neither party shall assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it without the prior written consent of the other party, such consent not to be unreasonably conditioned, withheld or delayed.
18. Third Party Rights
a. A person who is not a party to this Agreement shall not have rights under the laws of Kenya to enforce any term of this Agreement.
19. Entire Agreement
a. This Agreement and the documents referred to in it (the ‘Contractual Documentation’) constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Agreement.
b. The parties agree that neither of them have been induced to enter into any Contractual Documentation in reliance upon any warranty, representation, statement, agreement or undertaking of any kind (whether negligently or innocently made) of any person other than as expressly set out in this Agreement as a warranty. The only remedy available to the parties for breach of the warranties shall be for breach of contract under the terms of this Agreement and the parties unconditionally and irrevocably waive any other claims, rights or remedies that may otherwise be available. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
c. No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
a. Any notice or other writing required or permitted to be given under this Agreement (hereinafter called a “Notice”) shall be deemed to have been received:
i. If sent by registered post to the respective party at the address specified in the recitals clause or to such other address as shall have been formally notified by the said party, within seven (7) working days after posting exclusive of the day of posting notwithstanding that it be undelivered or returned undelivered;
ii. If delivered by hand, upon delivery.
PROVIDED however that in the event that the normal mail deliveries are not appropriate due to weather or labour disturbances as such other unavoidable circumstances, the parties shall give notice by facsimile or electronic mail, and the notice shall be deemed to have been received on completion of such transmission except where the transmission is not during the addressee’s normal business hours in which case it shall be 9.30 a.m on the next working day and provided electric confirmation of such transmission is obtained.
21. Miscellaneous Provisions.
This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement. The company reserves the right to modify the terms and conditions of this agreement at any time, the amendments will be effective upon the company’s posting of such updated Terms or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
22. Governing Law
This Agreement and all terms therein shall be governed by the laws of the Republic of Kenya shall have exclusive jurisdiction to resolve any dispute or claim that arises out of or regarding this agreement. The parties further agree to personal jurisdiction in the Republic of Kenya.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed this Agreement by themselves or their authorized representatives as of the date first written above.
Agreed for and on behalf of
On behalf of the Company.